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Benjamin P. Edwards

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Benjamin Edwards joined the faculty of the William S. Boyd School of Law in 2017. He researches and writes about business and securities law, corporate governance, arbitration, and consumer protection.

Prior to teaching, Professor Edwards practiced as a securities litigator in the New York office of Skadden, Arps, Slate, Meagher & Flom LLP. At Skadden, he represented clients in complex civil litigation, including securities class actions arising out of the Madoff Ponzi scheme and litigation arising out of the 2008 financial crisis. Read More

Previously, I covered a Nevada Business Court decision applying a common law business judgment rule to Nevada limited liability companies with fiduciary duties. That decision is now being challenged under Nevada’s mandamus procedure. To aid the Nevada Supreme Court in considering the issue, I along with other Nevada business law professors and Nevada business lawyers, filed a request to submit an amicus brief on the importance of the business judgment rule.

The brief contends that Nevada should apply a common law business judgment rule to breach of fiduciary duty claims for Nevada LLCs. We explained that the common law business judgment rule has been a part of American common law for a long time and reviewed the benefits it provides. Most business law professors and business lawyers know the reasons–all standard canon. The business judgment rule lets management take business risks without needing to worry that they will suffer personal liability simply because some business risk does not pan out. Removing it would make managers timid and afraid to do anything different than their peers. Insurance companies would struggle to write policies and price risk if any ordinary business decision could result in liability. We also explained that without the…

Although not much time has passed since I put out updated tables for Nevada and Texas on October 9, I’ve found another four reincorporations to Nevada recently, so I’ve updated these tables below. In the interest of making this readable, I’ve dropped the tables at the bottom and covered the stated rationales at the top.

The four recent firms announcing moves or attempts to move to Nevada include: (1) Oblong, Inc.; (2) HWH International Inc.; (3) Twin Vee PowerCats, Co.; and (4) Digital Brands Group, Inc. In terms of market capitalization, these are all nano-cap firms with market capitalizations under $50 million. Digital Brands Group is larger than the remainder combined with a market capitalization of roughly $38 million. This is a group where cost concerns about franchise taxes may be more material.

The stated rationales cover franchise tax costs, litigation risk environments, transaction planning, books and records actions, and potential D&O savings. As I am reading more of these proxies, I’m also beginning to develop concerns that not every firm reincorporating to Nevada has consulted with a Nevada lawyer about Nevada law. I’ve added some mild finger wagging to try to help.

Before discussing these, I want to drop…

We’re at about two months since the last update on this front, and I wanted to share my current chart for 2025. As always, if you know about any moves that I’ve missed, please reach out.

I’ve got updated charts, differences of opinion about how well-developed Nevada’s case law is, some highlights and confusion about the Glass Lewis blog post on reincorporation that dropped today, and a quick highlight of the Guess, Inc. proxy that revealed its board had voted to attempt to move to Nevada before a take-private offer arrived.

Nevada

Nevada had another two public companies announce attempts to move to Nevada, Algorhythm Holdings and Capstone Holding.

2025 Nevada Domicile Shifts
 FirmResultNotes
 1.Fidelity National FinancialPass 
 2.MSG SportsPass 
 3.MSG EntertainmentPass 
 4.Jade BiosciencesPassJade merged with Aerovate.
 5.BAIYU HoldingsPassAction by Written Consent
 6.RobloxPass 
 7.Sphere EntertainmentPass 
 8.AMC NetworksPass 
 9.Universal Logistics Holdings, Inc.PassAction by Written Consent
 10.Revelation BiosciencesFail97% of votes cast were for moving.  There “were 1,089,301 broker non-votes regarding this proposal”
 11.Eightco Holdings*
FailVotes were 608,460 in
…

Seton Hall faces a need for a visitor to teach their four-credit Business Association course this spring. The class is taught in the daytime, in person. Syllabi and teaching materials are available from faculty who ordinarily teach the course there. If interested, contact:

Devon Corneal, M.S., JD (she/her/hers)
Associate Dean for Academics 
Seton Hall University School of Law
One Newark Center 
Room 307
Newark, NJ 07102
+1.973.642.8726
devon.corneal@shu.edu

Yesterday, the Nevada Supreme Court officially created a Commission to Study the Adjudication of Business Law Cases. I previously covered the Supreme Court’s proposal here and submitted a letter in support of the proposal.

The order creating the Commission contemplates a continuing public process. It provides that the Commission “shall conduct all hearings in public and post all meeting minutes and documents considered by the Commission on the Supreme Court’s website.”

At present, I have not been able to find a page set up specifically for the Commission on the Supreme Court’s website. Of course, much of Nevada’s state government has been struggling in recent weeks because of a large-scale cyber attack on Nevada systems–including the judiciary. The Supreme Court might also simply opt to continue to use the existing administrative docket. Or we could see something show up in the near future.

There are some changes from the Petition. The Petition identified 21 proposed members. The final order expands to 24 members, adding: (1) “Judge” as a Rural Representative; (2) “Attorney” as a Rural Representative; and (3) Virginia Valentine as a representative of the Nevada Resort Association.

Historically, it has been difficult to observe the operation of…

The Lowell Milken Institute for Business Law and Policy at UCLA School of Law is pleased to announce its second annual Business and Tax Roundtable for Upcoming Professors (“BATRUP”). This in-person Roundtable will take place at UCLA from Monday evening June 1st through Wednesday afternoon June 3rd.  The program will feature commentary by invited senior scholars as well as an opportunity to meet fellow aspiring scholars while enjoying Los Angeles.  We warmly invite scholars preparing for the academic job market to participate.

Roundtable Purpose and Eligibility
The Roundtable is designed to offer mentorship and feedback to aspiring legal scholars who plan to pursue tenure-track positions at law schools. It is open to scholars who hold a JD, master’s degree, or PhD, who have not yet secured a tenure-track law faculty appointment, and who are not yet listed in this academic year’s Faculty Appointments Register. Selected authors must be able to attend the Roundtable in person at UCLA.

We welcome submissions on any topic within business law or tax law. Co-authored papers are eligible provided all authors meet the submission criteria. To ensure the Roundtable’s focus on evolving scholarship, we ask that submitted papers not be published or…

The AALS Section on Securities Regulation is soliciting papers for its Works-in-Progress program at the 2026 AALS Annual Meeting, which will be held from Jan. 6 to Jan. 9, 2026 in New Orleans, Louisiana.

Scholars of all levels of seniority are invited to submit unpublished working papers or extended abstracts on any topic within securities regulation. We are looking to highlight the wide range of exciting work currently being done in our field. We expect to select three to four papers for presentation.

Submissions should be sent by email to Professor Nicole Iannarone (nicole.g.iannarone@drexel.edu) and Professor George S. Georgiev (ggeorgiev@miami.edu) on or before Monday, Sept. 15, 2025. The Section’s Executive Committee will review all submissions and make final selections by Sept. 26, 2025.

We are also excited to preview the Section’s Main Program: “A New Day at the SEC”: Since taking over in April 2025, SEC Chairman Paul Atkins has often repeated that “it is a new day at the SEC.” This motto is reflected in reality. From crypto assets to climate disclosure, administrative procedure to accredited investors, and many regulatory areas in between, the “new” SEC has made substantial changes, often through informal guidance…

As I mentioned in an earlier post, the Nevada Supreme Court has launched an effort to create “Commission to Study the Adjudication of Business Law.” Nevada will hold a hearing on the Petition to create the Commission tomorrow at 3:00 p.m. This is the order explaining how to participate.

The Petition explains that:

The nature and scope of business law cases require specialized knowledge of complex areas of the law and often result in lengthy times to disposition. Rules and procedures specifically focused on business law cases are necessary to efficiently and effectively adjudicate these cases. The proposed rules provide consistent statewide rules defining the scope and procedures for resolving business cases necessary to ensuring consistent and effective adjudication of business cases. Further, the proposed rules mandate the selection of district court judges, experienced in all aspects of business law, to be dedicated solely to the adjudication of business law matters as defined in the proposed rules. A commission to study the area of business law, including reviewing and making recommendations regarding proposed SCR 254, is necessary to advance the training, education, specialization, timeliness, and efficiency of Nevada’s districts in resolving business law cases.

In essence, the Petition does…